Terms & Conditions
These Website Standard Terms And Conditions (these “Terms” or these “Website Standard Terms And Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this “Website”). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website, if you have any objection to any of these Website Standard Terms And Conditions.
This Website is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Website if you are a minor.
2. Intellectual Property Rights
Other than content you own, which you may have opted to include on this Website, under these Terms, ICorp Security and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website.
You are expressly and emphatically restricted from all of the following:
1) publishing any Website material in any media;
2) fselling, sublicensing and/or otherwise commercializing any Website material;
3) publicly performing and/or showing any Website material;
4) using this Website in any way that is, or may be, damaging to this Website;
5) using this Website in any way that impacts user access to this Website;
6) using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
7) engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
8) using this Website to engage in any advertising or marketing;
Certain areas of this Website are restricted from access by you and ICorp Security may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.
4. Your Content
In these Website Standard Terms And Conditions, “Your Content” shall mean any audio, video, text, images or other material you choose to display on this Website. With respect to Your Content, by displaying it, you grant ICorp Security a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be infringing on any third party’s rights. ICorp Security reserves the right to remove any of Your Content from this Website at any time, and for any reason, without notice.
5. No warranties
This Website is provided “as is,” with all faults, and ICorp Security makes no express or implied representations or warranties, of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.
6. Limitation of liability
In no event shall ICorp Security, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and ICorp Security, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
You hereby indemnify to the fullest extent ICorp Security from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
9. Variation of Terms
ICorp Security is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website.
ICorp Security shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, .you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
11. Entire Agreement
These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between ICorp Security and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.
12. Governing Law & Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of Victoria, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Victoria for the resolution of any disputes.
1 DEFINITION AND INTERPRETATION
In this agreement:
CCA is defined as Schedule xxx to the Competition and Consumer Act xxx (Cth) and the corresponding clauses of the fair trading legislation that is in effect in the State or Territory in which this agreement is entered into, as applicable.
Additional Provisions means the additional provisions set out in item xxx.
Business Day means:
a) for the purposes of clause 13.5, on a day when banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday; and
b) for all other purposes, on a day on when banks are open for business in the State excluding a Saturday, Sunday or public holiday.
Claim means any claim or cause of action in contract, tort, under any legislation or subordinate legislation, or otherwise.
Client Group means the Client and each of its Related Bodies Corporate and Client Group Member means any member of theClient Group.
Client’s Obligations all of the liabilities, obligations and requirements (whether express or implied) from time to time imposed on, or assumed by, the Client:
c) under this deed, or arising from this deed; or
d) under any law relating to;
(1) this deed; or
(2) anything the Client must do under this deed.
Confidential Information means any information:
e) relating to the products and services, business and affairs, or any employees, customers, clients, subcontractors or other persons doing business with or of that party;
f) relating to the provisions of this agreement or the commercial arrangements between the parties;
g) that is by its nature confidential, designated as confidential by that party, or which the other party knows, or ought to know,is confidential.
Commencement Date means the date in item xxx.
Consumer has the same meaning as in section xxx of the CCA.
Consumer Guarantee means a consumer guarantee (as defined in the CCA) applicable to any contract under the CCA.
Corporations Act means the Corporations Act xxx (Cth).
Default means a breach by a party of, or failure by a party to comply with, that party’s obligations under, any of the provisions of this agreement including a failure by the Client to comply with the Client’s Obligations or by Wilson to comply with ICorp Security’s Obligations.
Excluded Services means the matters listed in item xxx
Force Majeure Event means any storm, earthquake, strike, lock-out, labour dispute, act of God, war (whether declared or not),act (administrative or legislative) of any Government or Government Agency, riot or civil commotion, fire, explosion or mechanical break-down but does not include lack of funds for any reason.
Government Agency means any government or governmental, administrative, monetary, fiscal or judicial body,department,commission, local government, authority, tribunal, agency or entity.
Initial Period means the period specified in item xxx
Insolvency Event in the context of a person means:
a) a receiver, receiver and manager, official manager, trustee, administrator, other controller (as defined in the Corporations Act) or similar official is appointed, or steps are taken for such appointment, in respect of that person or over any of the equipment or undertaking of the person;
b) the person is or becomes insolvent, is unable to pay its debts when they are due, or is or becomes unable to pay its debtsor is presumed to be insolvent within the meaning of the Corporations Act;
c) the person ceases or threatens to cease to carry on business; or
d) an application or order is made for the liquidation of the person or a resolution is passed or any steps are taken to liquidateor pass a resolution for the liquidation of the person.
Item means an Item set out in the Reference Table at the beginning of this agreement.
Liability Limit means the amount specified in item xxx
Loss means any liability, cost, expense, loss or damage.
Money Payable means all and any money payable by the Client to ICorp Security from time to time under or relating to thisagreement, including for any Losses.
Option Period means the period specified in item xxx
Related Body Corporate has the meaning given in section xxx of the Corporations Act.
Service Fee means the amount specified in item xxx as it may be altered from time to time.
Services means the services to be provided by ICorp Security to the Client listed in item xxx, but do not include any Excluded Services.
Site means the site/s specified in item xxx.
State means State or Territory of the Commonwealth of Australia specified in Item
Tax Invoice includes any document or record treated by the Commissioner of Taxation as a tax invoice or as a documententitling a recipient to an input tax credit.
Term the Initial Period, as extended in accordance with clause 8.1.
ICorp Security’s Obligations the obligations of ICorp Security under this agreement, or imposed by law, in relation to the provision of the Services.
In this agreement:
a) Headings and bold type are for convenience only and do not affect the interpretation of this agreement.
b) Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning
c) An expression importing a person includes any company, partnership, joint venture, association, corporation or other bodycorporate and any Government Agency as well as an individual.
d) A reference to a party to this agreement includes that party’s successors and permitted assignees.
e) A promise on the part of 2 or more persons binds them jointly and severally.
f) A reference to liquidation or insolvency includes appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changesin the constitution of any partnership or person, or death.
g) No provision of this agreement will be construed adversely to a party because that party was responsible for thepreparation of this agreement or that provision.
1.3 Interpretation of inclusive expressions
Specifying anything in this agreement after the words ‘include’ or ‘for example’ or similar expressions does not limit what else isincluded.
1.4 Business Day
Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.
2 ASSIGNMENT OF ICORP SECURITY
a) ICorp Security is assigned by the Client to supply the Services, and ICorp Security accepts that assignment and must perform the Services in accordance with this agreement
b) ICorp Security shall supply the Services on an exclusive basis and the Client must not assign other parties to provide similar services instead of the Services.
c) Under this agreement, the Services to be supplied by ICorp Security do not include any Excluded Services.
3 SUPPLY OF SERVICES
3.1 Supply of Services
Corp Security must supply the Services to the Client at the Site and, subject to clause 3.4, the services stated in item xxx are the only ones that ICorp Security must supply.
3.2 Service Acknowledgement
The parties acknowledge and agree that:
a) the Service Fee is determined by the value of the Services supplied by ICorp Security and is unrelated to the value of the Client’s property located or held at the Site or the property of others located within the vicinity of the Site; and
b) ICorp Security delivers and the Client accepts the Services on the condition that they are of a deterrent nature only.
3.3 Shared Services
The parties acknowledge and agree that:
a) The Client acknowledges that:
(1) ICorp Security may share the Services with other clients located in the vicinity of the Site; and
(2) any interruptions or delays (or both) due to break-ins at other client’s facilities, other crises such as fire, flood, accident, police or emergency service activities, busy periods or other unanticipated events or any other similar causes, may alter the Services provided by ICorp Security (including delay in, or preventing a response or a reduction to, any the agreed number of inspections).
b) ICorp Security will not be liable for any non-performance or delay due to any reasons referred to in clause 3.3(a)(2).
c) If ICorp Security fails to complete the agreed number of inspections due to any of the reasons listed in clause 3.3(a) ICorp Security will perform substitute inspections before the end of the next billing period. A credit note for the value of the service will be provided in the next period if a replacement inspection is not delivered
3.4 Additional Services
The Client, may request in writing that:
a) The Client acknowledges that:
(1) ICorp Security make reasonable changes to the Services (including additions, omissions or reductions); or
(2) change the size, scope, nature or part of the Site in respect of which the Services are to be performed, (Additional Services).
b) If the Client requests and ICorp Security agrees to perform Additional Services not covered by the terms of this agreement, the terms of this agreement will apply to the Additional Services unless expressly provided otherwise, and the Service Fee will be increased by the amount quoted for such extra work, or if no fee is quoted,an amount calculated by ICorp Security at ICorp Security’s standard rates
3.5 Assignment and subcontracting
Under this agreement, ICorp Security may assign its rights and subcontract ICorp Security’s Obligations without need to obtain any consent or approval from the Client but no assignment or subcontracting would relieve ICorp Security of ICorp Security’s obligations
4 ICORP SECURITY’S OBLIGATIONS
a) ICorp Security will perform the Services in accordance with the Client’s reasonable directions and to the Client’s reasonable satisfaction.
b) In performing the Services, ICorp Security must:
1) take reasonable efforts to ensure that the Client, tenants, or other permitted occupiers or users of the Site do not experience unreasonable disruptions in their routine use of the Site;
2) subject to clause 10, make good any damage to the Site caused by any negligence or willful default of ICorp Security incarrying out the Services; and ICorp Security must comply with all laws and mandatory industry codes relevant to the supply of the Services and, when on the Site, comply with all the Client’s reasonable policies relating to occupational health and safety and security that the Client first notifies ICorp Security in writing of.
5 CLIENT’S OBLIGATIONS
The Client must, at the Client’s expense, duly and diligently provide ICorp Security with all necessary information material and assistance, as well as safe and sufficient access to, and use of, all parts of the Site (including access to and use of, electricity, water and other utility services), as ICorp Security requests in order for ICorp Security to provide the Services.
6 SERVICE FEES AND OTHER MONEY PAYABLE
6.1 Service Fees
a) The Client is responsible for paying the Service Fees and any other Money Payable to ICorp Security. If the Client requests ICorp Security to perform any Services for a third party with whom ICorp Security does not have a direct contractual relationship, the Client must pay the Service Fees incurred by ICorp Security in the performance of those Services for that third party as if the Services were performed for the Client under this agreement.
b) From time to time, the Service Fee may be varied by ICorp Security by the percentage equivalent to the percentage increase in the total of all wages, vehicle acquisition and maintenance costs and other costs whether direct or indirect involved in the performance of the Services by ICorp Security. Such changes will be determined by ICorp Security in its absolute discretion, and will take effect as of the date they are made. ICorp Security will give reasonable written notice of such changes.
6.2 Payment invoice
a) Subject to clause 6.3, ICorp Security will provide the Client with an invoice for the Services Fee which the Client must pay within  days of the date of the invoice.
b) The Client must pay to ICorp Security on demand all costs, charges and expenses, including legal costs on a full indemnity basis, incurred by ICorp Security in the collection of any overdue account, or incurred by ICorp Security due to any breach of this agreement by the Client.
6.3 Payment terms
a) Time is of the importance in respect of the payment of Money Payable
b) If the Client fails to pay to ICorp Security any Money Payable (including any Unpaid Amounts), ICorp Security may take any or all of the following actions:
(1) suspend the Services;
(2) mmediately terminate this agreement by providing written notice to the Client;
(3) terminate any credit facilities; and
(4) nstitute legal action for recovery of outstanding amounts and costs incurred.
7 CONFIDENTIAL INFORMATION
a) Each party (receiver) must keep confidential, and not use or disclose, other than as permitted by this agreement, any Confidential Information of the other party (discloser), including Confidential Information provided to or obtained by the receiver prior to entry into this agreement.
b) The obligations in clause 7.1(a) do not apply to Confidential Information that is:
(1) mandated to be disclosed by applicable law, in the public domain otherwise than as a result of a breach of this agreement or other obligation of confidence; or
(2) already known by, or properly obtained, or independently developed, by the receiver free of any obligation of confidence.
7.2 Disclosure and Usage
Only on a ‘need to know’ basis may each party disclose and use Confidential Information of the other:div class=”sub_sub_terms”>
a) Ewith the prior written approval of the other party;
b) in the case of ICorp Security, to its directors, employees, professional advisers, agents, contractors and permitted subcontractors solely for the exercise of rights or the performance of obligations under this agreement; or
c) in the case of the Client:
(1) to Client Group Members and their directors, employees, professional advisers, agents and contractors; or
(2) any party who is a bona fide purchaser of the Site.
8 TERMS AND TERMINATION
a) This agreement begins on the Commencement Date and continues for the Initial Period and for any extended durations under clause 8.1(b) unless it is terminated in accordance with this clause 8(c) or otherwise at law
b) Unless terminated in accordance with clause 8(c) this agreement will be extended for a further 12 months at the expiry of the initial period and any subsequent extension periods resulting from 8(b).
c) Either party may terminate the agreement at the end of either the initial period or any subsequent extension periods by giving no less than  days written notice.
a) Either party may terminate this agreement by giving the other party  days’ notice in writing.
b) If a party:
(1) breaches any provision of this agreement and fails to remedy the failure after receiving  Business Days’ notice from the other party to do so; or
(2) commits a substantial breach of this agreement which in the reasonable opinion of the other party is not capable of being remedied
(3) then the other party may terminate this agreement by giving notice of termination to the party in breach of this agreement which will take effect immediately on receipt of that notice or such other date as is specified in the notice.
c) If an Insolvency Event occurs in relation to the Client, then ICorp Security may terminate this agreement by sending the Client Notice of the termination, which is effective immediately on receipt of that Notice by the Client or such other date as is specified in the Notice by ICorp Security.
Subject to the provisions of clauses 10 and 13.1, each party indemnifies the other for any Loss suffered or incurred by the otherparty, arising out of:
a) any failure by that party to perform obligations under this agreement; and
b) any negligence, or wilful default by that party
10 LIABILITY LIMITS
10.1 Damages and Consequential Loss
a) Subject to the other provisions of this clause 10 and clause 13.1:
b) if any Default gives a party a right to damages, those damages will be limited to damages for direct loss and damage attributable to such Default;
c) the rights of a party to damages for indirect and consequential loss or damage are excluded; and
d) neither party shall be liable to the other for any failure to realise anticipated savings, loss of revenue or profits, loss of opportunity or goodwill, loss of or inability to utilise equipment, loss of use, economic loss, special losses or damages suffered by a party to this agreement or any other person.
10.2 Further limitation on Claims
Subject to the other provisions of this clause 10 and clause 13.1, ICorp Security is not liable to the Client for any Loss, caused by any reason beyond ICorp Security’s reasonable control however caused, including:
a) a Force Majeure Event;
b) an act or omission of the Client, its employees or persons otherwise engaged by them; and
c) any Loss, damage or liability suffered or incurred by the Client except to the extent to which such Loss, damage or liabilityis caused by the negligence of ICorp Security or any of its employees acting within the scope of their employment.
10.3 Liability Limit
Subject to the other provisions of this clause 10 and clause 13.1, to the maximum extent permitted by law, ICorp Security’s total liability and that of its directors, employees and agents, to the Client for all Claims, including interest on any Claim is limited inthe aggregate to the Liability Limit.
10.4 Employees and Agents Liability
Every exemption from, and limitation of, liability, defence and immunity of whatever nature that applies to a party, or to which a party is entitled, including those set forth in this agreement, will also apply to and extend to protect every one of its employees or agents acting under this agreement or in any way connected with or relating to it, or making or giving statements,representations, information, or advice relating to this agreement, and the benefit of this clause is held by each party on its ownbehalf and as agent or trustee on behalf of or for the benefit of all persons who are its employees or agents from time to time aswell as on its behalf, and all those persons are to this extent parties or deemed to be parties to this agreement.
10.5 Claims Notification
a) Claims against ICorp Security must be made in writing by the Client to ICorp Security within  days of the day that the existence of the claim came or should have come to the notice of the Client and must state the nature, grounds and amount of the claim.
b) In respect of this clause, time is of the essence and claims not notified within  days will not be allowable or admitted and will be deemed waived or abandoned by the Client.
11 FORCE MAJEURE
a) If as a result of a Force Majeure Event a party is rendered unable, wholly or in part, to fulfill its obligations under this agreement then those obligations are suspended as long as the Force Majeure Event subsists.
b) If the Force Majeure Event lasts for more than 3 months, the party whose obligations are not suspended may (without affecting the accrued rights and obligations of the parties as at the termination date) terminate this agreement forthwith by Notice to the other party.
12 EXPENSES, STAMP DUTY AND GST
ICorp Security must pay all taxes, duties and Government charges imposed or levied in Australia or overseas in connection with the performance of the Services, subject to clause 12.2.
12.2 Goods and Services Tax
a) Unless expressly included, the consideration for any supply under or in connection with this agreement does not include GST.
b) To the extent that any supply made under or in connection with this agreement is a taxable supply, the consideration for that supply is increased by an amount determined by the supplier, not exceeding the amount of that consideration (or its market value) multiplied by the rate at which GST is imposed in respect of the supply.
c) Whenever an adjustment event occurs in relation to any taxable supply made in connection with this agreement, the supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid in accordance with clause (b), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.
d) If a party is entitled under this agreement to be reimbursed or indemnified by another party for a cost or expense incurred inconnection with this agreement, the reimbursement or indemnity payment must not include any GST component of the costor expense for which an input tax credit may be claimed by the party entitled to be reimbursed or indemnified, or by its representative member, and then, if the amount of the payment is consideration or party consideration for a taxable supply,it must be increased on account of GST in accordance with clause (b).
13.1 CCA Application
a) Nothing in this agreement is to be construed as excluding, restricting or modifying the application of any liability of ICorp Security to the extent that it cannot by operation of law (including the operation of the CCA) be excluded, restricted or modified.
b) If the Client is a Consumer:
(1) clause 10 does not apply to any liability of ICorp Security for failure to comply with a Consumer Guarantee;
(2) in respect of any goods supplied under this agreement, subject to clause (3), the liability of ICorp Security for Loss, however caused (including by the negligence of ICorp Security), suffered or incurred by the Client because of a failure to comply with a Consumer Guarantee is limited to ICorp Security (at its election)
- replacing the goods or supplying equivalent goods;
- repairing the goods;
- paying the cost of replacing the goods or of acquiring equivalent goods; or
- paying the cost of having the goods repaired;
(3) in respect of the Services, subject to clause (3), unless the services are Excluded Services, the liability of ICorp Security for Loss, however caused (including by the negligence of ICorp Security), suffered or incurred by the Client because of a failureto comply with a Consumer Guarantee is limited to ICorp Security (at its election):
- resupplying the Services; or
- paying the cost of having the services supplied again; and
(4) clauses (2) and (3) do not apply if it is not Fair or Reasonable for ICorp Security to rely on them.
13.2 Additional Provisions
The Additional Provisions are included in and form part of this agreement.
13.3 Governing Law and Jurisdiction
a) This agreement is governed by the law in force in the State or Territory in which it is entered into.
b) Each party irrevocably submits to the non exclusive jurisdiction of courts exercising jurisdiction in that State or Territory and any courts of appeal from them in respect of any proceedings in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process in the courts on the basis that the process has been brought in an inconvenient forum.
13.4 Money Payable
The Client must pay all Money Payable to ICorp Security on the due dates for payment in full, without any reduction, withholding, set-off, deduction, or counterclaim.
a) Under this agreement, a Notice or other communication to a party must be in writing and in English, signed by or onbehalf of the sending party and addressed to that party in accordance with the details nominated in the Reference Table.
b) A Notice may be served by email, hand, registered post, or by facsimile and is regarded as given and received at the time set out in the table below.
- Hand-delivered to the nominated address
- By pre-paid mail to the nominated address
- By fax to the nominated fax number
When Notice is considered as given and received
- When delivered to the nominated address
- On the second Business Day after the date of posting, at 9.00am (addressee’s time)
- At the time indicated the sending party’s transmission equipment produces atransmission report indicating that error free transmission has occurred
No waiver of any or all of the provisions of this agreement, failure to enforce any provision of this agreement, or any time orindulgence granted, by ICorp Security will prejudice any rights ICorp Security has in respect of any subsequent breach of this agreement.
Subject to clauses 3.4 and 6.1(b), this agreement may not be varied or modified except as agreed by the parties in writing.